JWL Partners Acquisition Corp. 9 West 57th Street, 26th Floor New York, New
York 10019 Ladies and Gentlemen: This Letter Is Being Delivered to You in
Accordance With the Underwriting Agreement (The Underwriting Agreement) to Be
Entered Into by and ...

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This letter is being delivered to you in accordance with the Underwriting Agreement (the
Underwriting Agreement) to be entered into by and between JWL Partners Acquisition Corp.,
a Delaware corporation (the Company), and Credit Suisse Securities (USA) LLC, acting as
the representative (the Representative) of the several underwriters (collectively, the
Underwriters), relating to an underwritten initial public offering (the IPO) of
the Companys units (the Units), each Unit comprised of one share of the Companys Common
Stock, par value $0.0001 per share (the Common Stock), and one warrant, which is
exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in
paragraph 12 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement
and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the
undersigned as a stockholder of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company and the Underwriters as follows:

1.

If the Company solicits approval of its stockholders of a Business Combination, the
undersigned will vote i) all Insider Shares owned by the undersigned in accordance with the
majority of the votes cast by the holders of the IPO Shares with respect to the initial
Business Combination and an amendment to the Amended and Restated Certificate of Incorporation
of the Company (the Amended and Restated Certificate) to provide for the Companys
perpetual existence, and ii) all shares of Common Stock that the undersigned has acquired in
the open market in favor of the initial Business Combination and an amendment to the Amended
and Restated Certificate to provide for the Companys perpetual existence. The undersigned
will not vote in favor of any amendment to Articles [Fifth] and [Sixth] of the Amended and
Restated Certificate proposed to be filed with the Secretary of State of the State of Delaware
on or before the effective date (the Effective Date) of the Registration
Statement.1

1

Article [Fifth] of the Amended and Restated Certificate relates to the termination
of the existence of the Company. Article [Sixth] includes provisions relating to i) the Trust
Account, ii) approval of a Business Combination by the Companys stockholders, iii) conversion
rights, and iv) rights to receive funds from the Trust Account.

2.

In the event that the Company fails to consummate a Business Combination within twenty-four
(24) months from the closing date of the IPO, the undersigned will take all reasonable actions
within the undersigneds power to: (i) cause the Trust Account to be liquidated and
distributed to the holders of IPO Shares in accordance with that Investment Management Trust
Agreement to be entered into by and among the Company and Continental Stock Transfer & Trust
Company (Continental) as Trustee (the Trust Agreement); and (ii) cause the
Company to liquidate as soon as reasonably practicable. The undersigned agrees that in
connection with any cessation of the corporate existence of the Company, he will take all
reasonable steps to cause the Company to adopt a plan of distribution in accordance with
Section 281(b) of the General Corporation Law of the State of Delaware or any successor
provision thereto. The undersigned hereby waives any and all right, title, interest or claim
of any kind (each a Claim) in or to (x) any distribution of the Trust Account with
respect to the undersigneds Insider Shares in connection with a liquidation and (y) any
remaining net assets of the Company after such liquidation. The undersigned hereby waives any
Claim the undersigned may have in the future as a result of, or arising out of, any contracts
or agreements with the Company and will not seek recourse against the funds held in or
distributed from the Trust Account for any reason (other than with respect to reimbursement of
out-of-pocket expenses incurred in connection with seeking and consummating a Business
Combination). The undersigned acknowledges and agrees that there will be no distribution from
the Trust Account with respect to any warrants, all rights of which will terminate on the
Companys liquidation.

3.

Except as disclosed in the Registration Statement, none of the undersigned, any member of the
family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the Company prior to or in
connection with the consummation of the Business Combination; provided, that the
undersigned shall be entitled to reimbursement from the Company upon approval by the Companys
Audit Committee for the undersigneds reasonable out-of-pocket expenses incurred in connection
with seeking and consummating a Business Combination.

4.

None of the undersigned, any member of the family of the undersigned, nor any Affiliate of
the undersigned will be entitled to receive or accept from the Company a finders fee, broker
commission or any other compensation in the event the undersigned, any member of the family of
the undersigned or any Affiliate of the undersigned originates a Business Combination.

5.

The undersigned shall escrow the undersigneds Insider Shares and Insider Warrants in
accordance with the terms of a Securities Escrow Agreement which the Company will enter into
with the undersigned and Continental, as escrow agent, in form and substance reasonably
acceptable to the Company.

6.

The undersigned agrees to be a director of the Company, and currently intends to serve until
the earlier of the consummation by the Company of a Business Combination or the liquidation of
the Company. The undersigneds Questionnaire for
Directors and Officers furnished to the Company and attached hereto as Exhibit A and
the undersigneds biographical information in the Registration Statement are true and accurate
in all respects and do not omit any material information with respect to the undersigneds
background. The undersigned represents and warrants that:

6.1.

the undersigned is not subject to, or a respondent in, any legal action for any
injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction;

6.2.

the undersigned has never been convicted of or pleaded guilty to any crime (i)
involving any fraud; (ii) relating to any financial transaction or handling of funds of
another person; (iii) pertaining to any dealings in any securities; or (iv) moral
turpitude, and the undersigned is not currently a defendant in any such criminal
proceeding;

6.3.

the undersigned has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities
license or registration denied suspended or revoked;

6.4.

a petition under any federal bankruptcy laws or any state insolvency law was not
filed by or against, nor was a receiver fiscal agent or similar officer appointed by a
court for the business or property of the undersigned, or for any partnership in which the
undersigned was a general partner, in each case, within the past five (5) years, or for
any corporation or business association of which the undersigned was an executive officer
within the past five (5) years;

6.5.

the undersigned has not been subject to any order prohibiting and is not subject to
any legal proceeding seeking to prohibit the undersigned from engaging in any type of
business practice;

6.6.

the undersigned has not been found by a court of competent jurisdiction in a civil
action by the Securities and Exchange Commission or by any other federal or state
administrative or regulatory authority to have violated any federal or state securities
law;

6.7.

the undersigned has not been found by a court of competent jurisdiction in a civil
action by the Commodity Futures Trading Commission or by any other federal or state
administrative or regulatory authority to have violated any federal or state commodities
law; and

6.8.

the Company has not had any discussions and has no plans, arrangements or
understandings with a prospective acquisition candidate.

7.

The undersigned agrees that, in order to minimize potential conflicts of interest which may
arise from multiple corporate affiliations, until the earliest of the consummation of a
Business Combination, liquidation of the Company and such time as the
undersigned ceases to be an officer or director of the Company, (i) the undersigned shall
present to the Company for its consideration prior to presentation to any other entity, any
business opportunity that has an aggregate fair market value of $200.0 million or more, subject
only to the undersigneds pre-existing fiduciary and contractual obligations the undersigned
may have, including, without limitation, any obligations disclosed in the Registration
Statement; and (ii) the undersigned shall not assist or participate with any other person or
entity in the pursuit of or negotiation with respect to a business opportunity described in
clause (i) required to be presented to the Company unless and until he receives prior written
notice from the Company that the Company has determined not to pursue such business
opportunity, subject to the undersigneds pre-existing fiduciary and contractual obligations
the undersigned may have.

8.

Reference is made to the lock-up agreement letter by and among the undersigned and the
Underwriters, dated as of January 31, 2008, and the undersigned covenants and undertakes to
the Company to comply with the terms thereof as if the Company were a party thereto.

9.

This letter agreement shall be binding on the Company and the undersigned and the
undersigneds respective successors, heirs, personal representatives and assigns. This letter
agreement shall terminate on the earlier of (i) the date upon which the Business Combination
is consummated and (ii) the date upon which the liquidation and distribution of the Trust
Account is completed, provided that the following Sections shall survive such termination: 3,
4, 5, 8, 9, 10, 11, 12 and 13.

10.

This letter agreement shall be governed by, and construed in accordance with, the laws of the
State of New York applicable to contracts executed in and to be performed in that State,
including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations
Law and the New York Civil Practice Laws and Rules 327(b). Each of the Company and the
undersigned hereby (i) agrees that any action, proceeding or claim against him or it arising
out of or relating in any way to this letter agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive; and (ii) waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.

11.

Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury
in any action, suit, counterclaim or other proceeding (whether based on contract, tort or
otherwise) arising out of, connected with or relating to this letter agreement.

12.

As used herein:

12.1.

Affiliate shall have the meaning ascribed to it in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended.

12.2.

Business Combination shall have the meaning set forth in the Registration
Statement.

Insider Shares shall mean all of the shares of Common Stock owned by an Insider
prior to the IPO.

12.5.

Insider Warrants shall mean all of the warrants exercisable for shares of Common
Stock owned by an Insider prior to the IPO.

12.6.

IPO Shares shall mean the shares of Common Stock comprising the Units issued in
the Companys IPO.

12.7.

Registration Statement shall mean the registration statement filed by the Company
on Form S-1 (No. 333-149120) with the Securities and Exchange Commission on February 8,
2008, and any amendment or supplement thereto, in connection with the IPO.

12.8.

Trust Account shall mean the trust account established pursuant to the Trust
Agreement, the amounts therein to be released only in the event of the consummation of a
Business Combination, a liquidation of the Company or as otherwise permitted by the Trust
Agreement.

13.

No term or provision of this letter agreement may be amended, changed, waived altered or
modified except by written instrument executed and delivered by the undersigned, the Company
and the Representative.